00134-保密协议（英文版）

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1、MUTUAL NONDISCLOSURE AGREEMENTThis Mutual Nondisclosure Agreement, effective as of 2005, is being entered into between and insert correct company name and address(“Company") relative to Confidiential Information supplied to Citect Pty. Ltd's China operations “Citect") for the Contract

2、No: Contract 003 for Software Supply and Services effective October 15, 2003.1, The Company and ESI each agree not to divulge to third parties, without the prior written consent of the other, any confidential information obtained from or through the other in connection with the performance of this A

3、greement (the “Confidential Information". including the terms of this Agreement. Confidential Information may include, without limitation, trade secrets, processes, formulae, source code materials, specifications, programs, software packages, test results, technical know-how, methods and proced

4、ures of operation, business or marketing plans, customer lists, proposals, and licensed documentation. The Company and ESI hereby confirm that they will not use any confidential Information of the other party, except in furtherance of the purpose(s) set forth hereinabove, and agree that each will al

5、so take all reasonable steps to prevent its employees and consultants from using or disclosing any of the other party's Confidential Information except as required for the performance of their duties hereunder. ESI and the Company will mark all Confidential Information with the word "Confid

6、ential" and will instruct their employees to identify as confidential any such information which is not in written form. Any information disclosed orally shall be followed by a written confirmation there of, specifying the date and subject of the disclosure, within thirty (30) days.2. Informati

7、on shall not be considered confidential if it:a. is contained in a printed publication prior to the date of this Agreement; orb. is or becomes publicly known through no wrongful act or failure to act on the part of the receiving party; orC. is rightfully known by the receiving party without any prop

8、rietary restrictions at the time of receipt of such information from the disclosing party or becomes rightfully known to the receiving party without proprietary restrictions from a source other than a party to this Agreement; ord. is required by law to be disclosed by the receiving party; provided t

9、hat the receiving party promptly notifies the other party and takes reasonable steps to limit such disclosure permissible under law; ore. is independently developed by any employee or agent of the receiving party who has not had access to or been informed of the information in question.3. Informatio

10、n disclosed under this Agreement shall not be deemed to be within the foregoing exceptions merely because such information is embrace more general information in the public domain or in the receiving party's possession. In addition, any combination of features shall not be deemed to be within th

11、e foregoing exceptions merely because individual features are in the public domain or in the receiving party's possession, but only if the combination itself and its principle of operation are in the public domain or in the receiving party's possession.4Unless or the Company requests otherwi